Nongfu Shop Digital New Retail Co., Ltd 10-Q for FY2021 Q3
Nongfu Shop Digital New Retail Co., Ltd (NFSN)
About this 10-Q
Nongfu Shop Digital New Retail Co., Ltd filed this 10-Q on November 24, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $13.41K
- compared with a net loss of $39.36K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
For the transition period from ________ to _________
Commission file number:
(Name of Small Business Issuer in its charter) |
(State or other jurisdiction of Identification No.) | (I.R.S. Employer incorporation or organization) |
Address of registrant's principal executive offices
+
Issuer’s telephone number
ENVIRONMENTAL CONTROL CORP.
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
At November 9, 2021, there were
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
YONG BAI CHAO NEW RETAIL CORPORATION | |||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | |||||
CONDENSED BALANCE SHEETS |
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| As of |
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| September 30, |
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| December 31, |
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| 2020 |
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ASSETS | ||||||||
CURRENT ASSETS: |
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Cash |
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TOTAL CURRENT ASSETS |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
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CURRENT LIABILITIES: |
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Accounts payable and accrued liabilities |
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Accounts payable and accrued liabilities - related parties |
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Due to related party |
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Convertible debenture |
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Convertible debentures - related parties |
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TOTAL CURRENT LIABILITIES |
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Commitments and contingencies |
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STOCKHOLDERS' DEFICIT: |
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Preferred stock ($ |
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Common stock ($ |
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Common stock to be issued |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS' DEFICIT |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
YONG BAI CHAO NEW RETAIL CORPORATION | |||||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | |||||||||
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS |
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| For the Three Months Ended September 30, |
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| For the Nine Months Ended September 30, |
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Revenue |
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Operating Expenses: |
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Consulting fees |
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Professional fees |
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Other general and administrative |
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Total Operating Expenses |
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Loss from Operations |
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Other Income (Expense): |
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Gain on extinguishment of debt and related interest |
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Interest expense |
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Total Other Income (Expense) |
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Income (Loss) Before Income Taxes |
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Income Taxes |
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Net Income (Loss) |
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| $ | ( | ) |
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Net income (loss) per common share: |
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Basic |
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| $ | ( | ) |
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Diluted |
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| $ | ( | ) | |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
YONG BAI CHAO NEW RETAIL CORPORATION | ||||||||||||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | ||||||||||||||||
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | ||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 |
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| Preferred Stock |
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| Common Stock |
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| Common |
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| Additional |
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| Total |
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| Number of |
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| Number of |
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| Stock to |
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| Paid-in |
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| Accumulated |
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| Stockholders' |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Be Issued |
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| Capital |
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| Deficit |
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| Deficit |
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Balance at December 31, 2020 |
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| $ |
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| $ |
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| $ |
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Net income for the three months ended March 31, 2021 |
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| - |
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| - |
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Balance at March 31, 2021 |
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Common stock issued for services |
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Conversion of related party payable to equity |
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Net loss for the three months ended June 30, 2021 |
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Balance at June 30, 2021 |
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Net income for the three months ended September 30, 2021 |
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| - |
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Balance at September 30, 2021 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
YONG BAI CHAO NEW RETAIL CORPORATION | ||||||||||||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | ||||||||||||||||
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | ||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 |
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| Preferred Stock |
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| Common Stock |
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| Common |
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| Additional |
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| Total |
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| Number of |
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| Number of |
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| Stock to |
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| Paid-in |
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| Accumulated |
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| Stockholders' |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Be Issued |
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| Capital |
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| Deficit |
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| Deficit |
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Balance at December 31, 2019 |
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| $ | - |
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| $ |
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| $ | ( | ) |
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Net loss for the three months ended March 31, 2020 |
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Balance at March 31, 2020 |
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Net loss for the three months ended June 30, 2020 |
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Balance at June 30, 2020 |
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Net loss for the three months ended September 30, 2020 |
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Balance at September 30, 2020 |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
YONG BAI CHAO NEW RETAIL CORPORATION | ||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | ||||||
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS |
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| For the Nine Months Ended September 30, |
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| 2021 |
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| 2020 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based service fees |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued liabilities |
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Accounts payable and accrued liabilities - related parties |
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Due to related party |
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NET CASH USED IN OPERATING ACTIVITIES |
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NET INCREASE IN CASH |
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Cash, beginning of period |
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Cash, end of period |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
| $ |
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| $ |
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Cash paid for income tax |
| $ |
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| $ |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Conversion of related party payable to equity |
| $ |
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| $ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
YONG BAI CHAO NEW RETAIL CORPORATION
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Yong Bai Chao New Retail Corporation (“we”, “us”, or the “Company”) (formerly knowns as Boss Minerals, Inc. and Environmental Control Corp., respectively) was organized under the laws of the State of Nevada on February 17, 2004. The Company’s fiscal year end is December 31st.
Currently, the Company only possesses minimal assets and liabilities with no substantial business operations. There were no significant revenues or positive cash flows for the nine months ended September 30, 2021. The Company’s management efforts are focused on seeking out a new and profitable operating business with strong growth potential. Unless and until the Company’s successful acquisition of an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to maintaining a public company.
Basis of Presentation
The accompanying unaudited condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The interim unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission from the accounts of the Company without audit. The condensed balance sheet at December 31, 2020 was derived from audited financial statements but may not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited; however, in the opinion of management, the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s financial position and results of operations and cash flows for the period presented. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s year 2020 Annual Report on Form 10-K and other financial reports filed by the Company from time to time.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents. There were no cash equivalents as of September 30, 2021 and December 31, 2020.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the three and nine months ended September 30, 2021 and 2020 include valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation.
Income Taxes
Income taxes are provided in accordance with Accounting Standards Codification (“ASC”) 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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Per Share Data
ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended September 30, 2021 and 2020, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible debentures (using the if-converted method).
The following is a reconciliation of the basic and diluted net income (loss) per share computations for the three and nine months ended September 30, 2021 and 2020:
Basic net income (loss) per share
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Net income (loss) per share: |
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Net income (loss) available to common stockholders for basic net income (loss) per share of common stock |
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Net income (loss) per share: |
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Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed interim financial statements, primarily due to their short-term nature.
Stock-based Compensation
The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees to be recognized as expense in the statements of operations based on their grant date fair values.
The Company issued common stock to consultants for services in April 2021. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instrument issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete.
Concentration of Credit Risk
There are no financial instruments that potentially subject the Company to concentration of credit risk. The Company has not experienced losses and management believes the Company is not exposed to significant credit risks.
Going Concern Risk
As reflected in the accompanying unaudited condensed financial statements, the Company had working capital deficit of $
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
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NOTE 2 - RELATED PARTY TRANSACTIONS
Convertible Debentures Issued to Related Parties and Accrued Interest
On July 15, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company.
On November 30, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company.
On April 21, 2011, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company.
On August 29, 2011, the Company entered into a convertible debenture agreement with a company controlled by a former Vice President of the Company.
As of September 30, 2021 and December 31, 2020, the related accrued and unpaid interest for these related party loans was $
Due to Related Party
During the first half of 2021, the Company’s former CEO, Lili Xin, paid certain expenses on behalf of the Company. As of June 30, 2021, the Company had a payable to Ms. Xin of $
Commencing on August 10, 2021, the Company’s CEO, Fei Wang, paid certain expenses on behalf of the Company. As of September 30, 2021, the Company had a payable amount to him of $
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NOTE 3 - CONVERTIBLE DEBENTURE
On May 18, 2010, the Company entered into a convertible loan agreement. The Company received $
NOTE 4 - CAPITAL STOCK
Common Shares Issued for Services
During the nine months ended September 30, 2021, the Company issued a total of
NOTE 5 - COMMITMENTS
On July 1, 2009, the Company entered into an investor relations agreement.
NOTE 6 - SUBSEQUENT EVENTS
On September 14, 2021, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with Yong Bai Chao New Retail (Shenzhen) Co. Ltd. (“YBC"). Pursuant to the terms of the Acquisition Agreement, the Company agreed to acquire all of the issued and outstanding securities of YBC in exchange for
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that our forward-looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; political and economic conditions; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.
When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.
Overview
Yong Bai Chao New Retail Corporation f/k/a Environmental Control Corp. (“we,” “us,” the “Company” or like terms) was incorporated in the State of Nevada on February 17, 2004 under the name Boss Minerals, Inc. to pursue the exploration and development of mining claims located in British Columbia, Canada. During the quarter ended June 30, 2004, the Company filed a registration statement on Form SB-2 with the Securities and Exchange Commission (“SEC”) to register shares of common stock for public resale by certain stockholders identified in the registration statement. Upon the effective date of the registration statement, the Company became subject to the reporting requirements of Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and commenced filing reports under the Exchange Act through the quarter ended June 30, 2012.
In March 2006, the Company acquired the assets of Environmental Control Corp., which developed vehicle emission control devices and filed a certificate of amendment to its articles of incorporation in April 2013 to change its name to Environmental Control Corp. The Company filed reports under the Exchange Act through the quarter ended June 30, 2012.
On May 2, 2016, the Eight Judicial District Court of Nevada entered an order appointing Bryan Glass as custodian of the Company, authorizing and directing him to, among other things, take any action reasonable, prudent and for the benefit of the Company, including reinstating the Company under Nevada law, appointing officers and convening an annual meeting of stockholders (the “Order”). Mr. Glass was a shareholder of the Company on the date that he applied to serve as a custodian of the Company. From time to time, Mr. Glass submits applications to the courts of the state of Nevada to be appointed as the custodian of corporations in which he already is a shareholder that have forfeited their right to exist as a corporation for reasons such as failure to file annual reports or to pay required fees, and such applications may or may not be successful. If the court approves the application, Mr. Glass is appointed to serve as the custodian of such corporations. In the past, he either has contributed assets or sold them to third parties. Thereafter, the board of directors and Mr. Glass, in his role as custodian, appointed himself to serve as the President of the Company.
On May 5, 2016, the Company filed a Certificate of Reinstatement with the state of Nevada to reestablish the Company’s existence.
On May 9, 2016, the board of directors and Bryan Glass, in the exercise of his power as the court-appointed custodian of the Company, appointed Bryan Glass as our President, Secretary and Treasurer and authorized the issuance of 60,000,000 shares of stock to Mr. Glass for an aggregate price of $60,000, which sum was paid by the performance of services to the Company and the reimbursement of expenses incurred by Mr. Glass on the Company’s behalf in the amount of $6,685. The expenses incurred by Mr. Glass included $5,160 to the state of Nevada for fees in connection with reinstating the Company and other filings to bring the Company current under the requirements of Nevada corporate law; $1,250 to the transfer agent for outstanding fees; and $275 to the state of Nevada as a filing fee in connection with the amendment to the articles of incorporation.
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On June 15, 2016, the Company held a stockholders meeting at which the stockholders adopted Amended and Restated Articles of Incorporation of the Company under which the Company increased the total number of shares it is authorized to issue to 190 million shares consisting of 180 million shares of common stock and 10 million shares of blank check preferred stock.
In December 2018, Mr. Glass sold 60 million shares of common stock, representing all of the shares he owned in the Company, and equal to 56.83% of the total number of outstanding shares of the Company’s common stock, to Lili Xin for the sum of $90,000. Ms. Chang became acquainted with Mr. Glass through a mutual associate and they subsequently negotiated a deal for his control bloc of shares in the Company. Concurrent with the sale of his shares, the board of directors appointed Ms. Chang as the President and as a director of the Company and resigned from all positions he held with the Company.
On May 22, 2019, the Company filed a Form 15 with the SEC terminating the registration of its class of common stock under Section 12(g) of the Exchange Act and its duty to file periodic and other reports with the SEC.
In December 12, 2019, the Company filed a registration statement on Form 10 to register its class of common stock under the Exchange Act, and the registration statement automatically was effective in February 2020.
On June 29, 2021, Lili Xin, our former Chief Executive Officer, Chief Financial Officer, director and principal stockholder of the Company (“Ms. Xin”), and Wang Fei (“Mr. Wang”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Ms. Xin agreed to sell to Mr. Wang 80,000,000 shares of Common Stock registered in her name (the “Shares”), representing 59% of the outstanding shares of common stock in the Company, at a purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The seller relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to Mr. Wang. The funds came from the personal funds of Mr. Wang, and was not the result of a loan. The closing occurred August 10, 2021.
In connection with such sale, Lili Xin, our then current CEO, President and CFO resigned from her positions as the sole director and executive officer of the Company. Concurrently therewith, Mr. Wang appointed to serve as the sole executive officer and director of the Company.
On September 14, 2021, the Company entered into a Company Acquisition Agreement (the “Acquisition Agreement”) with Yong Bai Chao New Retail (Shenzhen) Co. Ltd. (“YBC"). Pursuant to the terms of the Acquisition Agreement, the Company agreed to acquire all of the issued and outstanding securities of YBC in exchange for 50 million shares of our common stock. After the consummation of the acquisition, the Company is obligated change its name to Yong Bai Chao New Retail Corp. Wang Fei, our sole executive officer and director, also serves as the Chief Executive Officer and Director of YBC. This transaction has not yet consummated, and the closing of this transaction is subject to certain terms and conditions more fully described in the Acquisition Agreement. In effectuating the share exchange, the Company intends to rely on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Securities Act of 1933, as amended.
The foregoing description of the Acquisition Agreement is qualified in its entirety by reference to the Acquisition Agreement, which is filed as Exhibit 10.1 to this Quarterly Report and incorporated herein by reference.
Effective October 28, 2021, the Company’s name was changed to Yong Bai Chao New Retail Corporation.
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Business Objectives of the Registrant
As of the date of this report, we have no current operations. Management has determined to direct our efforts and limited resources to pursue potential new business opportunities through a combination with an operating or development stage company, an acquisition of assets or other business transaction. We do not intend to limit ourselves to a particular industry and we have not established any particular criteria upon which we shall consider and proceed with a business opportunity. We expect to utilize our capital stock, debt or a combination of capital stock and debt, in effecting a business transaction. It may be expected that entering into a business transaction will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:
| ● | may reduce the equity interest of our existing stockholders; |
| ● | may cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and |
| ● | may adversely affect the prevailing market price for our common stock. |
Similarly, if we issued debt securities, it could result in:
| ● | default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations; |
| ● | acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants; |
| ● | our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding. |
Based on our current business activities, we are a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting solely of cash and/or cash equivalents. We are also a “blank check” company as defined under the Exchange Act because we are a development stage company that is issuing a “penny stock” (as defined under the Exchange Act) and have no specific business plan or purpose other than to merge with an unidentified company or companies. Our status as a blank check company and a shell company will impact our company and shareholders in many ways, including:
| ● | the application of Rule 419 to any public offering of securities we may undertake, which could make closing such an offering more difficult than if we were not subject to such rule; |
| ● | the application of the “penny stock” rules to shares of our common stock, which provide for enhanced disclosures by broker-dealers to persons desiring to purchase our stock in the open market, which may diminish demand for our stock in the open market; |
| ● | limitations on the availability of Rule 144 to our shareholders who hold restricted stock, which may render raising capital in private transactions more difficult; and |
| ● | limitations on the availability of Form S-8 to register shares of common stock issuable to our employees and consultants. |
Our management has broad discretion with respect to identifying and selecting a prospective business opportunity. We have not established any specific attributes or criteria (financial or otherwise) for a business opportunity and we may enter into a business combination with a development stage company, a distressed company or a foreign company engaged in any industry or we may purchase raw assets. Our management has never served in any capacity as management of a development stage public company that has consummated a business transaction such as that contemplated by us. Accordingly, our management may not successfully identify a prospective business opportunity or conclude a business transaction. In addition, our management engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as it deems necessary to our affairs.
We anticipate that the selection of an appropriate business opportunity will be complex and extremely risky and we cannot assure you that we will be successful in concluding a transaction or if we do, that we will be successful thereafter. Our lack of financial and personnel resources may negatively impact our ability to consummate an attractive transaction or cause us to discontinue operations before we enter such a transaction.
We cannot assure you that we will be successful in concluding a business transaction. We will not realize any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that we will achieve long-term or immediate short-term earnings from any business transaction.
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Any entity with which we enter into a business transaction will be subject to numerous risks in connection with its operations. To the extent we affect a business transaction with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of such companies. If we consummate a business transaction with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular opportunity, we cannot assure you that we will properly ascertain or assess all significant risk factors.
Our management anticipates that our Company likely will affect only one business transaction, due primarily to our limited financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against potential gains from another.
Critical Accounting Policies and Significant Judgments and Estimates
The Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies.” The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
Our significant accounting policies are described in the Notes to these unaudited condensed financial statements. Currently, based on the Company’s limited activity, we do not believe that there are any accounting policies that require the application of difficult, subjective or complex judgments.
Results of Operations
Three and Nine Months Ended September 30, 2021 Compared to the Three and Nine Months Ended September 30, 2020
Revenue. We did not generate any revenue during the three and nine months ended September 30, 2021 and 2020.
Operating Expenses. Our operating expenses consisted of consulting fees, and other fees and expenses related to complying with our ongoing SEC reporting requirements, which have consisted of accounting fees, legal service charges, transfer agent fees, and filing fees etc.
For the three months ended September 30, 2021, total operating expenses amounted to $7,156 as compared to $23,382 for the three months ended September 30, 2020, a decrease of $16,226 or 69.4%. The decrease was due to a decrease in professional fees of approximately $14,000 and a decrease in other miscellaneous items of approximately $2,000.
For the nine months ended September 30, 2021, total operating expenses amounted to $770,006 as compared to $23,382 for the nine months ended September 30, 2020, an increase of $746,624 or 3,193.2%. The increase was due to an increase in stock-based consulting fees of $753,000, offset by a decrease in professional fees of approximately $4,000 and a decrease in other miscellaneous items of approximately $2,000.
Other Income (Expense). Other income (expense) includes gain on extinguishment of debt and related interest and interest expense.
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For the three months ended September 30, 2021, total other expense amounted to $6,250 as compared to other expense of $15,982 for the three months ended September 30, 2020, a decrease of $9,732 or 60.89%. The decrease was due to a decrease in interest expense of approximately $9,732.
For the nine months ended September 30, 2021, total other expense amounted to $20,002 as compared to other expense of $47,946 for the nine months ended September 30, 2020, a decrease of $27,944 or 171.5%. The decrease was reduction in interest expense of approximately $28,000.
Income Taxes. We did not have any income taxes expense for the three and nine months ended September 30, 2021 and 2020.
Net Income (Loss). As a result of the factors described above, our net loss was $13,406, or $0.00 per share (basic and diluted), for the three months ended September 30, 2021, as compared to net loss of $(39,364), or $(0.00) per share (basic and diluted), for the three months ended September 30, 2020, a decrease of $25,958 or 65.9%.
As a result of the factors described above, our net loss was $(790,008), or $(0.01) per share (basic and diluted), for the nine months ended September 30, 2021, as compared to $(71,328), or $(0.00) per share (basic and diluted), for the three months ended September 30, 2020, an increase of $718,680 or 100.7%.
Liquidity and Capital Resources
At September 30, 2021, we did not have any cash, while, we had liabilities of $607,615, and had a working capital deficit of $607,615. We expect to incur continued losses during the remainder of 2021, possibly even longer.
Net cash flow used in operating activities was $0 for the nine months ended September 30, 2021. These included net loss of approximately $790,000, and the non-cash items mainly consisting of stock-based service fees of $753,000, and changes in operating assets and liabilities totaling approximately $37,000.
Net cash flow provided by operating activities was $0 for the nine months ended September 30, 2020. These included net loss of approximately $71,000, offset by changes in operating assets and liabilities totaling approximately $71,000.
We expect to require working capital of approximately $30,000 over the next 12 months to meet our financial obligations.
We are a shell company with no revenue generating activities. We anticipate that our operating activities will generate negative net cash flow during the remaining year of 2021. The success of our business plan is dependent upon the availability of additional capital resources on terms satisfactory to management as we are not generating sufficient revenues from our business operations. Our sources of capital in the past were from related party advances. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed above are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on related party advances in order to continue to fund our business operations. There is no assurance that we will achieve any additional arrange for debt or other financing to fund our plan of operations.
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Off-Balance Sheet Arrangements
We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
Contractual Obligations
As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended September 30, 2021. Based upon that evaluation, the Company’s PEO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2021 due to the Company’s limited financial and personnel resources.
Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the most recently completed quarter that would have materially affected, or been reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
There are presently no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the six months ended September 30, 2021, the Company issued an aggregate of 30,000,000 shares to three persons in exchange for services rendered in the aggregate amount of $753,000. The shares were issued pursuant to the exemption from registration afforded by Section 4(a)(1) under the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
N/A
Item 5. Other Information.
None.
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Item 6. Exhibits.
Exhibit |
| Description |
| Amended and Restated Articles of Incorporation dated June 15, 2016 (1) | |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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* Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
(1) | Incorporated by reference from registration statement on Form 10 filed with the Securities and Exchange Commission on January 24, 2020. |
(2) | Incorporated by reference from registration statement on Form SB-2 filed with the Securities and Exchange Commission on November 23, 2004, 2020. |
(3) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2021 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Yong Bai Chao New Retail Corporation |
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Date: November 24, 2021 | By: | /s/ Wang Fei |
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| Name: | Wang Fei |
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| Title: | President, Principal Executive Officer, Principal Financial Officer |
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